Ben 10: IS-Trix!
by Zero10
Summary: Ben Tennyson was awarded many titles and honor, throughout the Universe, but who could have presumed, he has the ability to operate an IS. Find out, how he adapts into the new environment, making new friends, and facing both old and new enemies. Rated M for safety!
1. Infinite Stratos Academy I

**BEN 10 &amp; INFINITE STRATOS CROSSOVER**

**Disclaimer: I do not own Ben 10 or Infinite Stratos. They belong to their respective owners. Only other characters are my own creations until I don't say so. Shame, it would have been great if it was me.**

**Well as promised, here is the crossover. Sorry it took a lot of time to post it since I was little busy with my other stories but yet I did it. It's a small chapter. After all it is a prologue but I think next chapters will be greater than 5k+ or so I hope. Well, another thing is there is no Ichika Orimura unless if I change my mind.**

**This story will be updated upon the response it will receive so make sure to let me know whether this story is worth updating.**

**One more thing, please, don't forget to leave a review. Constructive ideas and Criticism are always appreciated. It really helps in keeping me motivated. If you found any error, let me know via review or PM so that I can edit it later. Until then Enjoy.**

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**Summary!**

**Ben 10: IS-Trix!**

**Ben Tennyson was awarded with many titles and honor throughout the Universe but who could have expected that he has the ability to operate an IS. Find out how he adapts into the new environment making new friends and facing both old and new enemies. **

**Rated M for safety!**

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**CHAPTER 1**

**INFINITE STRATOS ACADEMY I**

* * *

In one of the classroom of the well known IS Academy, located in Tokyo was sitting the only male student in the whole academy. He happened to be a pale skinned brunette, an American origin boy of sixteen years of age, shaggy brown hair adorning his head as his bright emerald eyes seemed to be dull for reason known to him only; his lean but muscular body courtesy of his previous life was sported with long sleeves white blazer, blue color neckties and white trouser.

However, the most prominent feature visible was a device that appeared to be a cross between a wrist watch and a gauntlet. Its face plate was square and had a white and green color scheme while the object itself was black with two green stripes forming an outline for the hourglass of the intergalactic peace symbol with the original core beneath while the gauntlet was covering his whole arm up to his elbow.

His emerald eyes shifting around his supposed classroom, that was fitted with holographic desks and holographic chalkboard that awed him the most. Back in Bellwood, he doubts that he would get such advanced luxury unlike here.

However, currently his demeanor depicts nothing more than nervousness and embarrassment as he silently cursed himself and obviously, the whole IS academy. But, the situation wasn't the same when he'd first stepped in this academy. To his utter amazement, the academy was built on an offshore island which can only be reached via a monorail connecting it to the mainland. It has a decidedly futuristic look, with all its domes and a branch-like tower in the middle of it. There are plenty of trees and parks to tone down the metallic look. The buildings are designated in different places to differentiate their purpose, such as the dormitories being next to a small bridge with trees and a small river under it. Overall, this place was relatively awesome and beyond anything he'd ever witnessed other than violence and boredom.

Man, those were the days!

'Awesome…what had made me even think of that? This is just torture…No! Better yet, a hell unlike anything.' He wondered inaudibly, his face dull at the mere thought. 'How did I even get myself into this mess in the first place? And what with all these stares…do they mean to drill holes in my skull or what!?' He shouted mentally out of exasperation trying hard to ignore the number of stares, he was earning. The reason behind all these was just one…he happened to be the only male student in the academy, full of girls. Furthermore, to his utter frustration, being the sole male in the class, he was surrounded by nothing but girls his age. And, that lead to these calculative and disbelief stares.

"C'mon! It's not that bad." A feminine voice spoke up from beside him; the voice kind of soothing but whom was he kidding! He was the only male here then obviously others had feminine voice. It seems, over thinking has began its effect upon his…once again thinking?

Tilting his head to the side, he noticed the girl his age with red hair tied in pony style crowing her head and shared the similar emerald pair of eyes as him; also clad in white blazer with long sleeves and a skirt. Her attire completed with blue neckties.

"I am fine, Gwen." He managed to croak out despite how dry his throat felt; on the same time trying hard not to sound nervous; well not as nervous as he really sounded then. "R-Really!" He inputted further as if he was assuring himself and if anything goes by the stare he earned then apparently, she didn't seem convinced in the least even though she nodded her head.

"Don't be so hard on yourselves." Gwen muttered almost as a whisper but enough aloud for him to pick the words as he simply flashed an assuring smile. It was kind of good to see that he and his cousin was getting along fine then in comparison to their childhood where they would most probably be ready to get into another argument at every possible opportunity. Things had been so easy then…obviously save the fact that his first summer as hero was spent getting in dangerous situations but it was entertainment to him which he dearly misses.

However, he was still getting annoyed by waiting like eternity for class to begin so that the staring could be ceased. How ironic it was, of all the things he'd prayed, he never thought that he would desire anything such and yet here he is doing exactly the same. Talk about cruel fate. He doesn't even was aware himself why he's the only male on the Earth capable of operating an IS. Part of him assumed that it may be due to the traces of sparks present within him while other part of him thinks it because of his pure bad luck that seek to play with him. And to add icing to the cake, he was certain that he could hear the girls mumbling and uttering something that related to him and which he was sure, he doesn't even want to hear about…definitely. But at least, he has some relief. No one here knows that he is that famous alien shape shifter and so no fan girls; he might have expected.

He was brought out of his consecutive trains of thoughts when a young woman with short green hair adorning her head and with matching colored eyes; a very noticeable bust and a voluptuous figure to die for, wearing glasses stepped inside the class that instantly ceased the murmuring. Her attire included short sleeves revealing yellow dress and knee high boots.

"Congratulation on making this far everyone; I am your assistant homeroom teacher, Maya Yamada." The woman greeted rather cheerfully only to be greeted with an awkward silent atmosphere instead of chorus of aye like she would have been accustomed to.

First, actually grateful for the diversion through the appearance of woman that ceased the murmuring; now, he was mentally slapping and cursing himself for the obvious. This isn't going to be easy as he thought it would be. It never was…for him at least.

Trying not to sound too dissuaded by the rather awkward atmosphere, Maya continued gaining her cheeriness. "It is a boarding school comprising of girls…" She continued before her eyes shifted upon the boy sitting right in front of her. "…and a boy…" She inputted hurriedly before continuing. "…where students comes to learn how to effectively pilot a IS so everyone, please get along nicely for next 3 years."

Once again, all she was greeted with overwhelming silence; the same awkward silence that seems to have engulfed the entire room within its clutches. Man, his teacher back home would have been so pleased with such discipline.

"Let's move on to the introduction, we will go by seating arrangements." Maya suggested pretending a smile, oblivious to the reason of awkwardness around her.

He didn't even able to keep track of time as suddenly it was his turn then to introduce himself. Man, time sure fly fast or was that because time also enjoying torturing him? He will never know. However, aware that he'd to go through this situation as well, he pushed himself up off his seat. "Benjamin Kirby Tennyson! Nice meeting yah all." He managed to utter out without shuttering, for which he was rather extremely grateful before slumping back down on his seat; still aware of the numerous stares directed upon him that was still trying futile attempt to drill holes into his head.

Predictable!

However, he was unsure whether the reason was because he managed to give a good impression or bad. He will never know that either. Well, that hardly matters when he's the only male around here. Sometime, he wished that he also had the same charm like few of his villains. That would have come handy in here.

He shook his head at the rather perverted thought. 'Yup, my head all messed up too.'

The introduction continued for sometime but he hardly paid any heed to it. It didn't interest him least. He always have hated school and to be once again dumped back into same garbage can…a boarding school of all things, far away from his hero business was the biggest injustice ever happened but yet again, his new Omnitrix has come with an additional function as repayment, to access IS of his own and if he managed to mastered it then it would give him an edge in his future battles. Still, for some reason he believes that he was set up in joining here.

"Now that the introductions are made, I will introduce the homeroom teacher." Maya stated smiling. "Chifuyu Orimura!"

His emerald eyes darted toward the entrance and focused on a tall woman stepping inside the classroom; the most prominent feature was her sharp eyes and long black hair split into parts adorning her head; clad in a formal white shirt along with a black business overcoat and matching skirt, green tie, stockings and high heeled shoes to go with it. However, his eyes caught something else which most and probably all might have ignored. There was years of experience hidden within those cold eyes.

"Your syllabus for next six months begins with memorizing all data to control a IS followed by other basic operations!" Chifuyu announced, dropping straight to the point. "So you got that! Even if you don't; say yes!"

No sooner had she finish her rather short speech that the class minus him ringed up with feminine chorus. "Yes!"

The class continued afterward, beginning with the introduction of what a IS is exactly? And, more heck this and heck that and blah blah blah. He just couldn't able to bring himself to pay any attention to them; not after how briefly he had been explained courtesy of his Grandpa and the first thinker, Azmuth.

He was told that since he is the only male capable of operating an IS; it would be in the best interest to let him use it. Probably, Azmuth wanted to analyze how a male capable of operating an IS. Definitely, that was it. And then, he was talked into getting enrolled in this academy in exchange for the advanced new model Omnitrix; which not only retained the previous functions including the evolutionary one but also had been upgraded with a new function that; his Omnitrix was itself an IS. Only God knows, how Azmuth did pulled it off but his small head had always been the best. Needless to say, Ben loves this new Omnitrix more than the previous one.

However that didn't change the fact that he'd traded the new Omnitrix for his next three years in IS academy. And, he wasn't even told that this was meant to be only girl's campus with no male student or instructor at all. That was the violation of rule of trading…for sure but he can't do anything about it anymore. Kevin probably knew everything all along if that smugness was anything then. Man, he was too of an idiot to ignore that. Well, next time he met that bastard, he is going to make sure that he pays for all.

Furthermore, he didn't want to be in Bellwood anymore. After his breakup with Julie, he turned out to be full time Plumber and being in IS academy is also for a Plumber cause that was a relief to him. They had a chance to infiltrate IS academy through him to keep tab on their activities and to confirm, they aren't doing anything suspicious or illegal behind closed doors. Gwen was here too for the same cause but he wasn't their trump card for nothing. Well better safe than sorry and two people are better than one anyway.

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**As I said earlier in the summary, this chapter is just a prologue and so don't complain because it's just 1k+. Actually, this anime isn't exactly that big except for its perverseness so small chapters might be assumed in such case. And, this is just a side—story; I will update when I get bored from my favorite one.**

**This chapter certainly has given you guys idea what Ben is doing in this place and yes, there's no two different worlds but rather a combined one. Japan had always been quite a fast developing country anyway and I doubts, anyone would disagree with me.**

**Got any ideas; make sure to share them and if I like it, that one will be included in the story. **

**Anyway, reviews and constructive ideas and critics are always appreciated. So, don't forget to leave a review. After all, we writers also need some motivation and keep us fueled.**


	2. Infinite Stratos Academy II

**CHAPTER 2**

**INFINITE STRATOS ACADEMY II**

* * *

"Are you still in there?" A feminine voice called out, lightly snapping a finger in front of him. "Ben?"

"Um…" Ben blinked rapidly to regain his memory of being in a classroom and a lecture proceeding but much to his confusion, he found none. He shifted his glance to his right and raised an eyebrow out of confusion. "You said something?" Again, the same feeling began rising inside him as he felt his words croaking out. No matter how much he tried to shake off the nervousness and awkwardness gripping his mind, it denies letting go.

"Class's already over and you hardly seem to be yourself." Gwen stated as a matter of factly; placing a comforting palm on his shoulder. "Let's go and grab some food. Don't know about yah but I'm starving."

"Sure." Ben muttered pushing himself on his feet, and stretching his joint to loosen the muscles. "I guess I could use some change in scenery as well." He rubbed his neck sheepishly and lifted his bag with the other hand. Turning around, he was kind of relieved to found the classroom already empty; well if they were excluded from the count. Hearing a growl, he patted his stomach in soothing manner. "I wonder if they have chilly fries and smoothies in here." He mused.

* * *

No sooner had the Omnitrix bearer stepped inside the dining room; his body froze, not in ice or time as many would expect but rather out of reflex. There it was again; more frequent lately and needless to say, he was talking about his discomfiture and perturbation.

Avoiding the undivided observations, awareness, stares and unbearable torturing silences, he eventually made a beeline through the overwhelming numbers of girls and found himself in front of the food counter. To make the matter worse, the counter's attendant was also a young brunette woman with long brown hair and kind of cute.

Releasing a deep sigh, Ben shook his head. "Um…do you have chilly fires and smoothies here?" He shuttered out despite how much he didn't wanted to while at the same time, trying to avoid his gaze shifting on her oversized bust, a slight red hue spreading on his face as a consequences.

"Sorry." The attendant replied rather professionally, on the same time checking him out too. Shaking her head, she cleared her mind. "We don't serve that." She inputted those torturous words with a beaming smile.

"What!?" That disbelieving word left his mouth before he could even comprehend what he was saying and it was loud enough to practically scare the lady while safe to say, it must have also earned several stares upon him. Here's another reason why he has already come to hate this academy? However, he instantly turned bright red in embarrassment and was certain of the number of stares drilling holes into his head after his small outburst. "Sorry." He mumbled out sheepishly, hoping not to sound too loud. "I didn't mean to scare you away."

Filling his plate with food sufficient enough for his appetite, Ben made another beeline toward an empty table; well aware of the attendant's eyes upon him but he tried hard to not let it bother him as he took a seat. Ignoring his surrounding and imagining he was just in a public place, he digs into his plate and began filling his mouth and feeding his hunger.

'Spaghetti isn't half-bad either.'

"Excuse me!"

Ben didn't need to glance up from his plate to know that a female had called out to him after how this campus was meant for females only. He shifted his eyes up to find blue eyes staring down at him of a teenage British girl, long blonde hair crowning her head along with a blue headband decorating it, was standing in front of him. Her, IS Academy uniform was slightly modified that most, a long skirt with black frills at the end of it and sleeves.

At that particular moment, Ben didn't know how to respond to her with his mouth full of spaghetti. He merely raised an eyebrow and uttered what sounded more like. "Huh?"

"What sort of response was that!?" The blonde haired girl shouted imperiously but that only jumbled up Ben's thought if anything went by the confusion visible over his face as he quickly gulped down the food in his mouth. "You should be honored that I bothered speaking to you in the first place." She inputted arrogantly. "Don't you think you should behave and greeted me in a more appropriate manner?"

"Who are you anyway?" Ben couldn't help himself but blurt out. No sooner had those words escaped his mouth that he wished he could take it back after how the girl was staring at him wide-eyed. Sometime, he cursed himself for how ridiculously blunt he could be as he wondered the reason for such expression from the blonde.

A loud thud due to the blonde slamming her hand on the table brought him out of his musing; her words piercing his ears. "You don't know who I am!?" She seemed more surprised than he was. "I'm Cecilia Alcott; IS representative of United Kingdom!"

"R-Representative?" Ben wondered aloud, still not getting how that has got to do anything with him though he knew that she had been raised in rather arrogant environment. "Is it has something to do with me?" He blurted out again. Man, he sometimes wondered why he hadn't studied about IS and other things related to it properly.

"That's just…unbearable!" Cecilia shouted out of utter astonishment. "How can someone with so little knowledge like you be in IS Academy!?"

Okay, that was going too far. Did she dare to insult him? Definitely, she seems arrogant by nature already. A tick mark appeared on his forehead as he didn't resist his urge anymore. "Look who's talking?" He retorted arrogantly. "Do you even know who I am?"

"I'm certain that you aren't representing any country." Cecilia huffed, crossing her arms below her bust and ignorantly pushing it outward before her eyes fell upon the gauntlets on his wrist. "Wait! You'd got your own IS?" She questioned out of sheer astonishment; her eyes wide like saucer plates.

"That's got nothing to do with you!"

Ben instantly recognizes the voice that belonged to his cousin and she seems annoyed for reason known to her. Okay, maybe he had some idea but he doubt he was going to blame himself for almost blowing up his identity. He thought about it and shook his head. Nope, he will never.

The blonde was about to comeback with a witty remark when a bell went off signaling the end of break time. Huffing out of frustration, Cecelia let out a snort. "We will continue this conversation later on." She announced rather arrogantly for reason still unknown to Ben and strode off but not before sending a glance at him.

He looked up at his cousin looking down at him, clearly annoyed as she impatiently tapped her feet on the floor. Sighing, he stood up. "I actually didn't expect the first day to turn out like this." He let out a grunt; mentally face palming and scolding himself. "Well what can I expect anyway?"

Gwen merely let out a deep sigh to calm herself down. "You know how much importance this academy is to me. Then, we're here for another purpose and you getting is such trouble won't be helping anyone."

"I know."

* * *

Ben once again found himself back in the classroom for the continued session of the lectures and ranting from the homeroom teacher instead of the assistant. He doubts that the homeroom teacher would appreciate him ignoring the lecture so this time; he kept his focus and attention on what was being told and announced instead of getting indulged in his own thoughts that seems to be futile at this point anyway. And, surprisingly, it wasn't as bad as it was in the beginning earlier; although he could still point out few stares still directed at him but little did it fazed him.

'I think I'm getting used to it.'

The class continued but it was boring in a sense and it brought him relief when another bell went off implying the end of classes for the day. After receiving idea of what to expect next day, everyone began packing up their belonging as they prepared to leave. Ben was no exception either as he was relieved that he won't have to endure anymore stares for the day. A night long sleep would certainly nurse his head enough for him to make capable of enduring tomorrow.

"I need to talk to you, Tennyson-kun."

Ben looked up to find Chifuyu approaching him. "Yes?" He asked before correcting himself. "..Um…Orimura…-sensai!" He quickly inputted. After all, everyone was strictly instructed to address her like that and not anything and he doubts, he want to suffer any more than he has already for the day.

"Here's your room key." Chifuyu exclaimed, offering the key to the brunette; the latter accepting it and stuffing it in his pocket. "All your belongings have already been transported into your room." She inputted. "Also I wanted to talk about something else so I would expect you to wait until everyone has left."

Ben nodded hesitantly; once again aware of the girls staring at them and certainly whispering about something he doubts he would be interested to hear. Though, he can't deny that they must have been surprised and then, it was his turn to be surprised when an icy cold glare from Chifuyu silenced everyone almost instantly that prompted them all leaving as quietly and hurriedly as possible and eventually leaving Chifuyu, Ben and Gwen alone; the latter who had decided to stay just in case.

"I'll suggest you to retreat back to your room as well, Gwen-chan." Chifuyu proclaimed referring the red head; her words was polite but that held authority and order that left the redhead with no choice but to comply and hesitantly leave the room.

A moment of silence passed by but Chifuyu didn't spoke.

"So what is it you wanted to talk about?" Ben questioned getting slightly impatient; slinging his bag on his shoulder hoping the conversation won't be long. He doubts that he can endure a long lecture anyway.

"I'm well aware about the rumors concerning you."

Ben froze at the words spoken by Chifuyu; all his eagerness to quickly leave the room vanished almost instantly as he stared at the raven haired woman. What she was referring to? Rumors, is it about his identity? But, that can't be possible. Grandpa had declined that such possibility exists since the news of him wasn't broadcasted throughout the Earth. Not yet anyway.

"However I do believe that Plumbers aren't involved in you being the only male capable of operating an IS!"

Ben raised an eyebrow. Okay, that confirms that she knows about him unlike his grandpa had exclaimed and the fact that she's aware of Plumbers actually raised his suspicious. Though, he merely nodded his head and mentally prayed that he wouldn't be caught in his lie. But, how does she know all that? Even though back in Bellwood and his country, his true identity of shape-shifter have been blown off but about Plumbers, that's still a secret.

"I know what you are thinking?" Chifuyu continued her voice rather monotone. "However, I am afraid that I can't answer you that."

Regaining his composure, Ben cocked an eyebrow. "Who are you?" Better to approach straight instead of working in riddles and did he ever said that he hate riddles?

"I'm your homeroom teacher." Chifuyu answered, shrugging her shoulder. "And, I would appreciate if you resist from using Omnitrix unless you want to blow away your cover."

Ben simply stared at the raven haired woman, dumbstruck. Well, not exactly that but he was still stunned about how much she knew. Definitely she knows way too much than anyone ordinary one should know. He mentally calculated all the possibilities. If, she knows about him then either she must be working along with Plumbers or his enemies; and considering that he wasn't simply ambushed yet and he's still in one piece kind of relates that she isn't aligned to latter possibility.

He recalled the words of his grandpa about her that she was the first one to ever operate an IS and was a champion as well, so that implies she's a skill operator of IS. Man, he couldn't think anything proper reason that would narrow down the possibility. Sighing, he raised his arm over his Omnitrix's faceplate as a precautionary measure and questioned or rather demanded. "Are you associated with Plumbers?"

Chifuyu merely stood her ground and examined him curiously. He sure is smart, smarter than he appears and worthy enough to wield such a weapon. To narrow down the possibility shows that, he's skilled in his work. Sighing, she tried the best approach, reasoning. "There's no need to get hostile."

Predictable!

Ben's voice turned slightly cold as he was almost touching his Omnitrix. He might have expected that response which explains why he didn't budge from his mentality. "Are you associated with Plumbers and this is the last time I'm asking?"

Fully aware of the mentality of the Omnitrix bearer, Chifuyu sighed. It seems futile. She shouldn't have broached the subject in the first place and here, it's him demanding answer from her instead of other way around. Letting out a low chuckle, she relented.

"I used to work for them."

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**Well got good response on the first chapter and that made me upload the next chapter as well. Sorry, this chapter isn't as long as I promised earlier but I am kind of struck here. I was planning to pair Ben with Cecilia but many of my readers reviewed and PM me saying Charlotte or Houki to pair him with. **

**Well I can't poll it instantly with my poll section busy at the moment so make sure to leave a review stating whom you guys wanted Ben to pair with and I will proceed accordingly.**

**Now, I want to explain few things here. Ben has got newer version of Omnitrix so he will able to access Omniverse aliens if he transformed ever. However his identity revealed to public was never confirmed and not certainly the words ever went out of Bellwood. There's an episode where Ben was put behind bar because even though believed to be famous, he certainly wasn't. **

**What remains of Ben's IS? I was provided with some awesome idea that I want to share. First, Ben can switch his alien's power despite being in IS mode. Second, it is said that Omnitrix once recharged is capable of annihilating an entire Universe so that power can also be used. Let me know what you think of it.**

**Got any ideas; make sure to share them and if I like it, that one will be included in the story. **

**This story will be updated upon the response it will receive so make sure to let me know whether this story is worth updating or not. Delay doesn't imply that this fic is dead. **

**Anyway, reviews and constructive ideas and critics are always appreciated. So, don't forget to leave a review. After all, we writers also need some motivation and keep us fueled.**


	3. Could The Day Turn Any Worse?

**CHAPTER 3**

**COULD THE DAY TURN ANY WORSE?**

* * *

"Oh poor me..." Ben sighed rubbing the back of his neck as he stepped inside the massive building that was supposed to be a hostel or dorms for him and others students in the academy. So many things have changed for him in the past month and now, he has a bad feeling that things might change more once again and he wouldn't like it. But, that's for another time. Now, he needed to find his room.

"Now, where my room is …" He trailed off, paled at the sight.

"Seriously, who the heck made a maze of a hostel!?" Ben let out an exasperated groan and face palmed, as he felt lost for several many times now in one day. This would probably be a new record for him or anyone by then. "So, which way am I supposed to go?" For some reason, he doubts that he was going to find his room as easily as he might have first expected.

Cursing the person who was the culprit for designing this damned building for a maze, he mentally prepared himself to first find a staff and seek the way around so that he could get to his room without any further incidents. On such unlucky day, one shouldn't be roaming outside. But, without any incident was something he thinks was inevitable considering the fact that he's the sole male student in this damn whole academy with girls all around him.

Releasing a deep sigh, he looked around hoping to find any staff. Wait a minute, where was he going to find a staff in this maze? He, gob smacked himself. For a moment, he pretended to think something. 'Okay, how long I'm going to curse this school?' He sweat dropped at the obvious answer to his thought. "…like forever." He muttered despondently under his breath.

As he strolled through the never ending corridor seeking for his room, the earlier conversation with the Chifuyu continued to replay within his mind. He still couldn't believe that Chifuyu is a retired Plumber. It was kind of shocking to him considering that no one cared to tell him this bit of information earlier. First, she's aware of him and Omnitrix and that's risky on so many levels. Second, she's a retired Plumber so she must have knowledge on how Plumbers works. That certainly made it more risky infiltrating the academy but at least, she's isn't aware about that bit and he was extremely grateful for it and hoped to keep it between him and Gwen for his better health.

Talking of the red-head, he had to inform her regarding this. He doubts that he needed to inform grandpa considering he must have known it and choose to keep it hidden. So, that leaves only Gwen and if she chose, then Kevin will also be added to the count. Well, it was practically impossible at that moment considering, he was actually extremely busy searching for his own room. And, there's no guarantee he would manage to find her room as well in the same day.

He let out another deep sigh. He knew that. This was definitely gonna be a long year…extremely long and he was doomed. Yup, that's for sure!

* * *

"…023…1024…1025! Finally found yah."

Ben was extremely glad to finally discover his room as he inserted the key and twisted the doorknob and cracked opened the door leading into the room. His eyes widen as he took in the sight of a fairly big double room, with 2 beds, one on each side along with two sets of school desks placed right next to each other. The double bed might have rose confusion in him but he shrugs that off thinking that it might have been more labor for staff to move extra out. Anyway, who's complaining?

"At least, I won't have to share a room with anyone. After all, I'm only the male in this campus." Ben breathed a sigh of relief at the thought as he dropped his bag on the side of a bed.

"Is someone there?"

Ben's neck snapped around the room looking for the source of the voice. It was feminine…maybe. Was that his imagination? Shrugging his shoulder, thinking that his mind is again playing tricks with him and that voice was just his imagination considering him being surrounded by so many young teenage girls. Releasing another sigh, he slumped down on the bed with a thud. He was tired…extremely tired.

"Oh, are you my roommate? Let's take care of each other for this year. Sorry, I'm not dressed properly; I was just taking a shower."

Ben's lower jaw went slack as he took in the sight of the very feminine figure; a teenage girl with long brown hair adoring her head and with the only piece of dressing was a towel wrapped around her body that even failed to full cover her properly, revealing the upper part of her chest and her long, beautiful legs. For someone his head, it was practically impossible to admire what he was witnessing but aftermath was something that worried him more.

"I'm Houki Shinonono."

Ben froze as he finally noticed her opening her eyes and looking at him with dark blue mesmerizing eyes.

The awkward silence consumed the room as it continued for several minutes; neither of them moving a muscle saves for the Omnitrix bearer who had his mouth slung down and beads of sweats racing down his forehead in anticipation. What he had gotten himself into?! Again?!

Finally after what seems like forever, Houki seemed to have realized her current state of dressing as she clutched her towel tightly around her feminine body and her cheeks turned several shades of bright red."Don't look!"

Hastily, Ben spun around on his feet and had almost tripped over but manages to compose himself. "Sorry." He mumbled but his next word died down in his throat after feeling an impact on his head.

SMACK!

A bokken courtesy of Houki was swung that connected with the Omnitrix wielder's head with enough force to deck him into the bed face-first; a painful groan escaped his lips before his light was out.

* * *

Ben groggily opened his eyes and let out a low grunt as he sub-consciously reached out to rub his sore head. For some reason, it was hurting…hurting a lot to be more precise as he nursed the throbbing sensation. He tried to recall what had brought this pain upon him and surprisingly, no matter how hard he tried, he couldn't remember any of it. Last thing he remembers was entering into his room and then the bulb went out.

Pushing himself off the bed, he stood up and glanced up only for feeling a lump in his throat. Clad in a white 'Kendo' uniform was the same deep brown haired girl from before with a bokken grasped in her right hand and her left hand on her hip while her long hair was tied in a ponytail with a green and black ribbon. She would have definitely looked sexy if it wasn't for that demonic enraged look in her dark blue eyes and a tick mark on her head and all that was directed upon him.

Ben gulped down that lump as his forgotten memory resurfaced again in his mind and his face turned slight shade of red when he recalled her image in towel and that actually caused something to stir inside him. Shaking off his new thoughts, he straightened himself and said the very first thing that comes to his mind.

"Sor-"

Ben sweat dropped. Was she glaring at him? Definitely! Sometime, he unintentionally acts more like a dumb than he originally is. What less you would expect when you invade a girl's privacy when she's taking a bath?

'Wait a minute. This is my room! 1025 is my room.' He cried out mentally as he was certain that he had found exactly his assigned room. He hadn't gone to a wrong room. It was his room. Surely, who would think of the idea of letting a boy and a girl to be roommates anyway?! Only for that boy to be beaten senseless by the girl!

Ben sweat dropped at his thought. Well, that wasn't possible. No one would make such mistake save for a pervert so he'd a question now that he assumed would be answered instead of feeling another of her strike. "What are you doing here in my room?"

"We're roommates." Houki responded, continuously tapping her right feet on the ground and a tick mark throbbing on her temple as he resisted the urge to use his bokken. It nearly took all her patience to held herself back.

Ben deadpanned. What a pervert doing in this school administration?!

"Surely, you have some misunderstandi-" Ben paled as he noted the slight twitch from around the corner of his eyes. Not wanting to be beaten senseless and neither he could blow his cover by using Omnitrix, he began running around the room in frantically and avoiding all the wild swings that was meant to greet his head; anime tears pouring out of his eyes.

* * *

"I can't believe that she really said that!" Ben mused nursing his sore head once again.

After, Houki was done with pouring all her pent-up anger, she stated him about the conversation she had with the Chifuyu while he was knocked out cold in the room and that's because it was her mistake which he certainly made use to point out. Surprisingly, the current situation can't be helped and there was no compromise with it either. He was struck with this young girl for the full year. Not that he minds but neither he wanted himself to be in this situation and regularly at the receiving end of her wrath.

"So..." Ben said hesitatingly broaching the subject. "…I guess now that we are roommates, you can drop that stick of yours." He stated pointing toward the bokken still grasped in the brown haired girl's hand.

Houki let out a deep sigh in response. "Yeah, you and I are now roommates." A slight shade of red crossed her cheeks at the thought but she quickly shakes it off and looked at the brown hair boy. It was hard to not think of the obvious when a boy and girl share a room.

Ben cocked an eyebrow at her weird behavior but shrugged nonetheless. Probably she's equally embarrassed as he is. That would explain and he can't blame her. Hell, he swears he was going to pound the administrator of the academy someday but that was also for another day.

Houki coughed clearing her throat. "Though, as long as we're sharing the same room, I think we should establish some ground rules…"

Ben stifled a yawn as his roommates continued with the rules. It was necessary considering that they might end up in many embarrassing situations in near future and these rules would to avoid such situation from arising. But his biggest concern was sleeping in the same room with a girl. It wasn't like such similar incident had never happened before with him. But, then it was his cousin, Gwen and they were ten. And, now he also had to struggle with his teenage hormones; something he swears, he's struggling since stepping foot into the academy ground.

He wasn't even sure that he would get enough sleep with this delirium and awkwardness though. It was another problem that he needed to solve in mean time. Now, he wonders how Gwen would react when she knows about it or what his parent would say when they found about it. And, worse! Kevin?!

'I swear, that bastard not going to find about this!'

* * *

**I'm really glad for all the support, this story had got. Sorry for this late update though. Caught up with mine, 'Ben10/Fairy Tail' crossover and since it was really turning out great; it consumed most of my time but I would have appreciated if more you readers would give it a try. The remake is far better than original and I am certain, you won't be disappointed.**

**Anyway, now that this chapter is over, I will add my own twist to other arc. Don't know how good it will be in the end but I really like spinning the story according to my wish, I might still appreciate some help when it comes to IS design and model for Ben.**

**Another thing; I had decided that this is going to be a harem fic but a short harem; three or four girls at very most. And, M rated for safety might change to something more in future, like lemons.**

**Got any ideas; make sure to share them and if I like it, that one will be included in the story.**

**This story will be updated upon the response it will receive so make sure to let me know whether this story is worth updating or not. Delay doesn't imply that this fic is dead.**

**Anyway, reviews and constructive ideas and critics are always appreciated. So, don't forget to leave a review. After all, we writers also need some motivation and keep us fueled.**


	4. A New Day I

**CHAPTER 4**

**A NEW DAY I**

* * *

The next morning, Ben woke up feeling rather tired and nervous as never. Needless to say, he hadn't gotten sufficient rest the night before when you had a female roommate sleeping in the opposite bed and his imaginations always tricking him to the scene where she was stepping out of the bathroom with only a towel wrapped around and obviously, him being sixteen didn't helped much either.

But that was all when he recalled what had transpired after that. A wild girl chasing him throughout the room with a wooden stick and beating shit outta him. It had been years since he was actually been beaten without him retaliating. He didn't know what would be her expression if he turned into one of his alien…maybe priceless…or maybe she would have ended up beating him again out of fear.

He shook his head and paled at the thought. He doubts that he wants to press his luck. There's always a possibility and the least he wanted was to suffer her wraith…again.

Shaking his head, Ben pushed himself off the bed and noted the time in his Omnitrix. It was rather too early but he wasn't sure whether he would find any sleep and so he headed for the bathroom along with his clothes. With the weekend, he doubts that he needed to wear his uniform and not his normal attire. Well, he doesn't actually remember reading any such rules anyway. Actually, he hadn't read rules at all save for few he heard from Gwen. But, once again, who's complaining?

Talking of her, he needed to talk to her about the incident of previous night. Well, that can wait until he finds a way out of the room without waking his roommate. God knows how she will take it.

After a few minutes, Ben emerged from bathroom clad in blue jeans and a black T-shirt. He had decided against warning his favorite jacket considering that might give away fare clues to uncover his identity. Better safe than sorry when he can already foresee that he's gonna be really in sorry side in future.

Unintentionally, his eyes darted toward the sleeping figure of his roommate under the blanket, offered by the academy. The morning light peeking from behind the curtain illuminated the room enough for him to see things a little properly. An unintentional smile adorned his face. She looks rather...

"Cute." Ben shut his mouth close tightly, no sooner that word left his mouth; his eyes widen like saucers. Damn, did he really say that out loud for her to hear and beat him yet again? He breathed out a sigh knowing that she was asleep and there's no way she would have heard that, right?!

Deciding against testing his luck anymore, he simply exited the room. Time to explore a bit!

* * *

'I wonder how my IS would look like and what it can do.' Ben wondered inwardly as he scrolled through his dial list while sitting on a bench in the park belonging to the academy as well. He had never been gone for a work out since his activity and fighting villains was enough to keep him in shape. Though, it was tiring jogging around the park but the refreshing winds caressing his face and skin was enough to keep him interested. And, then after finding nothing specifically interesting to do, he decided to check his aliens list, hoping he might unlock some new ones by sheer luck...his favorite weapon.

He knew, he probably won't get any chances to use them in coming few years since he was here to solely learn how to operate an IS so that he could use his when the situation demands. Azmuth had mentioned that his IS would be capable of using his alien's specialty and powers and so he would have several modes to cycle through.

"I didn't expect to see you this early."

Ben's head jerked up abruptly at the feminine voice…okay who he was kidding? Anyway, back to story. His sight fell upon none other than Chifuyu. Apparently, she's also an early riser. That would explain her track suit. Recalling he was yet to give any answer, he greeted politely. "Good morning Chifuyu-…sensei! I couldn't exactly able to sleep properly so I thought to do some workout instead."

"Oh, well good morning anyway." Chifuyu replied in a completely indifferent voice. "I believe that the arrangement had something to do with that."

Ben's eyes twitched ever so slightly at how innocent she sounded. Is she mocking him? But, her demeanor was so serious. He shook his head. "Well, it wouldn't have been like this if you had done something about it. Wouldn't your academy reputation will be at risk by a boy and girl sleeping in the same room?" He countered, emphasizing more force on his last sentence. "I heard that you neglected the situation like any ordinary one."

"There's no need to accuse me." Chifuyu responded crossing her arms below her chest, pushing it outward much to the embarrassment of the brunette. "It isn't my fault since faculty had made the arrangement." She replied nonchalantly waving her arm in dismissive manner. "And, one more thing; don't even think of using Omnitrix in this academy. I don't want monsters attacking my academy and ruin the reputation and environment."

Ben nodded his head. "You don't have to worry about that. I'm not transforming unless the situation demands it." He assured. "At least, I can't foresee such situation occurring anytime soon."

"That's would do for now." Chifuyu responded before continuing with her jogging. It was kind of amusing to see the brunette mumbling something incoherently to himself before she'd interrupted him.

Ben again slumped back down on his seat not letting the previous conversation get to him. She was woman herself. She must have known better than shrugging the matter like that. Wait a minute. Is this some kind of setup? He's over thinking again. Definitely such things shouldn't be possible. However, that doesn't mean, he doesn't hate the academy more than anything...even more than Vilgax.

Damn this school. First, he's only a male student in the campus. Then, he found his homeroom teacher to be a retired Plumber. As if that wasn't enough, he had to share a room with a girl. And what worse, there's no smoothie and chili fries either.

He so wanted to yell out to his heart content but he doubts even that would put him at ease anymore. And, he fear that his shout might woke up everyone in the campus and he would better prefer to enjoy the solitude while he still can. This is way more bearable that yelling out to his heart content.

* * *

A couple hours later, Ben once again found himself back in the cafeteria with a tray of food in front of him and probably all the stares fixed upon him. C'mon, had they never seen a boy before!? At least, it wasn't as bad as the last day and it was quite bearable at the moment; maybe because he was getting used to it. Well, so that's what he thinks.

While in reality, he probably has made a mistake by going against wearing his jacket. Actually, even dressing in his normal attire was a big mistake itself. He was certain that he was getting more calculative glances from his school mates just like a predator's giving its prey.

'Was I seriously thinking about that?' Ben shook his head and took a bit of his sandwich. It was several minutes later that he caught sight of Gwen approaching him with her tray of food.

Taking a seat, Gwen raised an eyebrow. "What's wrong doofus? You seem tired."

Ben let out a chuckle. "You haven't called me that in a very long time." He stated taking another bite of his sandwich.

Gwen nodded smiling. "But seriously, you seem really tired."

Ben rubbed his neck in sheepish manner as he tried to piece together the words to form a perfect coherent and reasonable sentence with several ears in the hearing range. "Well, didn't get enough sleep actually and then I went for jogging later." He muttered almost lying or as close as to the truth he could speak then to not cause the red head panic and shout in public and embarrass him any further.

"Okay." Gwen cocked an eyebrow, not convinced in the slightest. "You want to talk?"

Ben nodded his head. "Several things but I don't think it would be appropriate to broach that subject here." His demeanor said it all as he finished his sandwich. "Anyway, I'm staying at 1025."

"3402!" Gwen responded pinching the bridge of the nose and an annoyed sigh escaped her lips. "My roommate happens to be Cecilia Alcott."

"Huh?" Ben cocked an eyebrow at the familiar sounding name.

Gwen resisted the urge to face palm at how forgetful the big doofus could be. Was that the reason why she began calling him that in the first place? "One with blonde hair and you'd an argument with yesterday, remember?"

Ben nodded recalling someone matching the description. "Yeah, that blonde girl with a bigger temper and ego than her mouth; yup, how can I forget her?" He muttered. "She'd even managed to get on my nerves too."

Gwen sweat dropped. "You just did." She muttered almost inaudibly.

Ben pushed himself off his feet and prepared to leave. "See me in my room later."

"Sure."

* * *

Ben knocked at the door to his dorm and waited patiently for Houki to open the door just in case she might be in the midst of doing something personal. 'I think she isn't in there.' He muttered, half-praying for the same.

Fishing out his key, he inserted it and unlocked the doorknob and braced himself. Slowly entering in, his eyes first darted toward the bed and almost breathed a sigh of relief finding it empty. No sound of water either. Definitely she has gone somewhere. Slumping down on the bed, he waited patiently for his cousin. He didn't need to wait long as a knock on his door alerted him.

"Come in!"

The door opened and Gwen entered as anticipated by him. She noticed the two beds but shrugged it off, probably thinking along the same line as Ben had earlier for the first time. Taking a seat on the other bed, she questioned. "So what was it you wanted to talk about?"

Tilting his head from his position to look at the red head, Ben replied. "Chifuyu Orimura…she happens to be an ex-Plumber." He let out a sigh at the astonished expression of his cousin, pretty much similar to what he had last day. "She knows about me and Omnitrix but I don't think she's aware of the infiltration mission." He explained. "I'm not certain though."

Gwen nodded her head rather slowly as she digested the new information. "So, you don't think we're in trouble?"

Ben simply shrugged from his compromised position. "Told yah; I'm not certain." He looked at the red headed and frowned. "And, no one back home provided us with this bit of information either." He was right. If others had informed him beforehand, then he might have been prepared just in case.

Gwen raised an eyebrow. "They might have their reasons, you know." She muttered as if assuring herself. "We can't exactly jump to conclusion like that." She sighed. "Did you found anything else about-?"

"No!" Ben replied interrupting Gwen, predicting about whom she was talking. "I didn't exactly find any opportunity to infiltrate the academy without raising suspicion." He inputted nonchalantly. "Last day was already too much for me and, since Chifuyu already aware of me and her warning to not use Omnitrix at every opportunity she finds, it just made the mission all too troublesome."

"I understand. Let me know anything else you find. I will update Kevin later." Gwen nodded preparing to leave when another knock on the door diverted her attention. Turning to look around at the brunette cousin face-palming himself; she raised an eyebrow. "Were you expecting someone?"

The response came with the door swinging open and stepping inside was Houki. Closing the door behind her, she strode in to find her roommate lying on his bed while the other one sharing many similarities with him standing beside her bed with a scowl adorning her face.

"Who are you and what are you doing in my cousin's room?"

'Cousin?' Houki raised an eyebrow at the accusing and demanding girl before she glanced at the brunette boy to find him pushing himself off the bed. A slight tinge of red crossed his cheeks at the sight of his tight fitting T-shirt that left little to imagination about his well toned and defined body. Shaking her inappropriate thoughts and regaining her composure to her best, she looked at the girl. "I'm Houki Shinonono and your cousin and I are roommates."

Gwen cocked an eyebrow and turned to look at her cousin in disbelief. "You got some explaining to do, Ben." She tapped her foot on the floor impatiently; her voice demanding while her tone revealed how astonished she was. "Did you forget to mention this bit to me?"

Ben let out a deep sigh and rubbed the back of his neck. "Well…er…I just didn't want to tell you this in the cafeteria since you know how school gossiping network works." He mused, audible enough for her cousin and roommate to hear him. "I just didn't get the opportunity to tell yah that and I wasn't sure how to broach the subject either." He inputted. "Houki had complaint to Chifuyu Orimura last day about the arrangement but she just shrugs the matter like it was nothing."

Gwen let out an exasperated sigh. "Seriously?"

"Tell me about it." Ben muttered admitted how ridiculous that sounded. "Earlier morning, I had talked to her but she just blames it to the faculties. Said, can't do anything about it. I think, this set up is just because Chifuyu know." He, himself dislike the fact that he'd to share the room with a girl and it was already embarrassing enough to talk about it in open. Even though he'd recently break up with Julie, he still had never shared woman's company for too long.

Gwen took the cue and nodded before she turned to look at Houki who was simply standing and waiting for Ben to finish his explanation. The latter noticed the look from the red headed as if warning or daring her to do anything. Releasing a sigh, Gwen shook her head. "Look, it's already too much for him to handle new place and an academy full of only girls and with him sharing room with a girl isn't helping much either." She said almost growling and preparing to leave. "Just, don't do anything that you might regret later." Those were the last words before she exited the room but not before giving a meaningful look that only he might have understood.

Houki simply nodded her head. Thinking from Ben's perspective, she can understand now why he's so nervous and she understands fully well about the red-headed protectiveness toward him for they were cousins. She shuddered at the thought of Gwen knowing about how she had beaten her cousin and wondered what would happen then. She doesn't wanna find that out for sure.

Ben simply released a sigh knowing it could have gone better. He only has his room where he could get the privacy and that's too was compromised. 'Definitely a set up, if you ask me.'

* * *

**My apologies but the long delay in posting chapter 4 and I'm certain that many won't have like the chapter length either after the long delay but hey, look at the bright side, at least I updated while mine other two stories are waiting patiently for me for sometimes now. **

**Infinite Stratos is not an easy anime to write a crossover with, especially with Ben 10 and definitely not as interesting as Fairy Tail. I'd already mentioned that it's just a side-story and my main story is Ben 10/Fairy Tail xover, 'A Tale of Fairies'. Recommendation and request to all to read it and review. **

**I'm also planning to start another side-story but not yet confirmed. Would let you know, when I actually persuade myself.**

**Chapter 1 and 2 had been edited by DragneelX while chapter 3 is partially edited and updated. If you want, you can go back and read it from start. **

**Got any ideas; make sure to share them and if I like it, that one will be included in the story.** **This story will be updated upon the response it will receive so make sure to let me know whether this story is worth updating or not. Delay doesn't imply that this fic is dead.**

**Anyway, reviews and constructive ideas and critics are always appreciated. So, don't forget to leave a review. After all, we writers also need some motivation and keep us fueled.**

**Until next time, Zero10 signing out. **


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